I am selling my single-member TX LLC. We're still debating on whether it'll be a sale of all shares or sale of all assets. Do I need to notify TX SoS, IRS or anybody else about the change in ownership? I don't want any agencies to assess taxes or people try to sue me when I don't have anything to do with the LLC anymore.
Thank you for your time.
Estate Planning Attorney
If you sell the shares, you need to notify the Texas Secretary of State, the IRS and your local tax assessor-collector so that they have the right contact information for the new owner and to relieve yourself for future unpaid taxes. Also, if you are in a regulated industry (like a bar), you may need to notify your regulatory authority.
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First, I am not familiar with the reporting requiements in the state of Texas. However, a single member LLC is a disregarded entity for federal inome tax purposes. What that means is that the Single member LLC does not file a separate federal income tax return and is not a recognized entity for federal tax purposes. As a result, the federal income tax ocnsequneces from the sale of the entity will be treated in the same manner as the sale of assets from a sole proprietorship irrespective of whether the business structure of the sale is treated as a sale of the membership interest or the sale of the underlying assets in the LLc. As part of the sale documentation, you should include an indemnification provision in the sale agreement requiring the buyer to indemnify, defend and protect you from any losses associated with the LLc or its business operations that arise or are appplicable to the period after the closing of the sale. Congratulations on the sale of your business.
The procedures will depend upon the nature of the sale. If it is a sale of all membership interest, then the new owner will file updated reports with the Texas Secretary of State. From a tax perspective, nothing will be done until your next filing (whether it be your 1040 or 941 if you have employees). At that time, there could be updates in records just based on the filing.
If it is a sale of the assets, then you'll probably maintain ownership of the old entity. You'll probably want to terminate its existence by filing with the final tax return Comptroller of Public Accounts and the actual Termination of Existence withe the Secretary of State.
You'll want to use an attorney and a CPA as part of your sale. From an attorney perspective, there is language needed from ongoing liability. From a CPA perspective, there are allocation matters that are really important for tax purposes if it is a sale of the assets.
The above statements are provided as general information and not intended as legal advice. Each matter has its own set of unique circumstances that cannot be adequately addressed without consultation. You are strongly advised to hire an attorney licensed to practice law in your state to represent you.